NCG160183_Name-Owner Change Supporting Info_20210716

BILL OF SALE
Riley Paving, Inc., a North Carolina corporation ("Seller"), for good and valuable
consideration paid to it, the receipt and sufficiency of which are hereby acknowledged, and
pursuant to the Asset Purchase Agreement dated October 8th , 2020 to which Seller is a party
with FSC II, LLC dlbla Fred Smith Company, a North Carolina limited liability company
("Purchaser') and certain other entities (the "Asset Purchase Agreement"), and notwithstanding
that the following property may be conveyed by separate and specific transfer documents, by these
presents does sell, convey, assign, transfer and deliver to Purchaser all of Seller's right, title and
interest in and to the Purchased Assets.
TO HAVE AND TO HOLD such Purchased Assets, as a going concern or otherwise, unto
Purchaser and its successors and assigns to and for its or their use forever, other than the Excluded
Assets, subject to and in accordance with the terms of the Asset Purchase Agreement.
All capitalized terms not otherwise defined herein shall have the definitions given to such
terms in the Asset Purchase Agreement.
The representations, warranties, covenants, agreements and indemnities contained in the
Asset Purchase Agreement shall not be altered, modified, waived, or superseded hereby but shall
remain in full force and effect to the full extent provided therein. In the event of any conflict or
inconsistency between the terms of the Asset Purchase Agreement and the terms hereof, the terms
of the Asset Purchase Agreement shall govern.
This Bill of Sale shall be governed by and construed and enforced in accordance with the
internal, substantive laws of the state of North Carolina, without giving effect to the conflict of
laws principles that would apply the laws of any other jurisdiction.
Delivery of an executed counterpart of this Bill of Sale by facsimile or in electronic
(i.e., "pdf' or "tif') format shall be effective as delivery of an original, and execution by use of an
electronic signature or digital signature shall be valid for all purposes.
This Bill of Sale shall not be amended, modified or supplemented except by a written
instrument signed by an authorized representative of each of Purchaser and Seller.
[Signature page follows. I
306365606.3

IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be duly executed and
delivered to Purchaser effective as of October 8, 2020.
RILEY PAVING, INC.
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By:
Name: Deborah Riley
Title: President
STATE OF NORTH CAROLINA )
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I, 3, a Notary Public in and for��l County in said State,
hereby certify that Deborah Riley, whose name as President of Riley Paving, Inc. is signed to the
foregoing instrument and who is known to me, acknowledged before me on this day that, being
informed of the contents of the instrument, she, in such capacity and with full authority, voluntarily
executed the same as and for the act and deed of said corporation on the day the same bears date.
Given under my hand this rday of OG-ww , 2020.
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Signature Page to Bill of Sale
306365606.3